1. Definitions

• Goods: Refers to the products and/or services agreed upon for supply by the Seller and purchased by the Buyer under this agreement.


• Buyer: Denotes the individual or entity whose name is listed on the Order.


• Contract: Represents the agreement for the sale and purchase of Goods between Buyer and Seller.


• Order: Signifies the Buyer's purchase request.


• Proprietary Information: Encompasses all information and intellectual property pertaining to the Goods, including but not limited to patents, designs, manuals, specifications, trademarks, and copyrights, owned or licensed by the Seller.


• Seller: Refers to TDL – Technology Development Limited.


• Terms: These general terms and conditions govern the sale of Goods from the Seller to the Buyer and supersede any other terms and conditions proposed, referenced, or relied upon by the Buyer during negotiations or in any prior dealings between the parties. This includes any standard or printed terms presented by the Buyer. The Seller will only accept alternative terms if the Buyer explicitly expresses, in writing and separate from other terms, their desire for such terms to apply, and the Seller acknowledges, agrees, and accepts them in writing.

2. Contract

• 2.1 Quotations from the Seller remain valid for thirty (30) days from the date of issuance or as specified otherwise. Prices quoted apply solely to the corresponding quotation.


• 2.2 To initiate the purchase of Goods, the Buyer must submit a written Order to the Seller, detailing essential information such as order number, quotation number (if applicable), Goods description, delivery date, and location. The Seller retains the right to accept or reject Orders.


• 2.3 The Contract becomes effective upon the Seller's written acceptance of an Order from the Buyer, and each Contract is subject to these Terms.

3. Prices

• 3.1 Unless explicitly stated otherwise, prices quoted by the Seller do not cover packaging, freight, assembly, installation, third-party supplier costs, taxes, or duties, which may be added separately.


• 3.2 Prices listed in the Seller's catalog may be subject to change without prior notice.


• 3.3 All prices in HKD are based on USD procurement, using the HKMA peg (US$1.00 = HK$7.8). In the event of the HKD's unpegging against the USD, the Seller reserves the right to adjust prices accordingly for undelivered or un-invoiced goods.

4. Payment

• 4.1 The Buyer is obligated to remit the due prices according to the payment terms outlined in the invoice provided by the Seller.


• 4.2 In cases where the Seller deems the Buyer's financial standing unsatisfactory, the Seller reserves the right to request cash payment in the form of security money and/or a deposit from the Buyer before proceeding with any future Goods supply.


• 4.3 If the Buyer fails to make payment by the due date:


• (a) The Seller may demand advance payment for undelivered Goods;


• (b) The Seller retains the right to withhold delivery of any undelivered Goods, without incurring liability to the Buyer for non-delivery or delayed delivery.

5. RETURN POLICY

5.1 All sales are final and no refund will be issued.

6. Delivery

• 6.1 Delivery dates are estimates only. The Seller is not liable for delays arising from any cause.


• 6.2 The Seller reserves the right to deliver Goods partially or in instalments and may issue interim invoices.


• 6.3 If the Buyer refuses or cannot accept shipment as per the Contract terms, the Buyer is responsible for associated costs.


• 6.4 Delivery is considered complete when Goods are available for signage and physical collection by the Buyer at the agreed-upon delivery point.

7. Risk and Title

• 7.1 Title and risk in the Goods transfer to the Buyer upon Delivery.


• 7.2 Risk transfers to the Buyer when the Goods are entrusted for collection or set aside for collection by the Buyer.

8. Cancellation

• 8.1 The Buyer may only cancel an Order with the Seller's consent within 7 days of Order acceptance and prior to delivery.


• 8.2 Cancellation after Goods production incurs full compensation to the Seller for incurred losses and expenses.

9. Rejections

9.1 Any claims of non-conforming Goods or damages must be reported within 14 days. If Seller then consents to return of undamaged Good, Buyer will bear full responsibility for all aspects relating to delivery returned to the Seller. Returned Goods will not be accepted unless given consent from Seller.

10. Intellectual Property

10.1 The Buyer acknowledges that all Proprietary Information remains the sole property of or licensed by the Seller. The Buyer gains no rights, title, or interest in the Proprietary Information. The Seller retains exclusive rights to modifications, translations, adaptations, improvements, or developments based on the Proprietary Information.of receipt.

11. Warranty

• 11.1 The Seller warrants Goods to match Contract specifications and be defect-free for 12 months from delivery, excluding costs related to retrieval or damages beyond Seller's control like accidents, misuse, and failure to follow instructions.


• 11.2 Seller provides no warranties beyond those in these Terms, as allowed by law.


• 11.3 During the Warranty Period, Buyer must promptly report breaches. Seller may inspect before any return. Remedies include replacement, repair, or service re-provision, at Seller's discretion.


• 11.4 For non-Seller manufactured equipment, original manufacturer's warranty applies. Seller's liability is capped at manufacturer's liability or Contract purchase price, whichever is lower.


• 11.5 Seller's total liability under each Contract is limited to purchase price. No liability for indirect or consequential losses.

12. Default

• 12.1 In the event of Buyer defaulting on payments to the Seller, breaching Contract terms, or facing bankruptcy proceedings, the Seller reserves the right, without prejudice to other rights under the Contract and without notice to the Buyer, to:


• (a) Halt manufacturing and/or withhold Goods deliveries;


• (b) Adjust payment terms, making all outstanding amounts immediately due and payable upon demand; and/or


• (c) Terminate Contract performance and/or other agreements between the Seller and the Buyer.


• 12.2 Contract termination does not waive any accrued rights for either the Seller or the Buyer.

13. SERVICE

13.1 Buyer must provide safe access for Goods delivery.

14. Force Majeure

14.1 Seller's obligations are suspended in cases of force majeure, granting a reasonable extension. Persistent delays may lead to Contract termination.

15. Compliance with Law

• 15.1 In conducting its business activities, the Buyer is obligated to adhere to all legal obligations, without exceptions.


• 15.2 The Buyer, as well as any individuals under its reasonable control, must refrain from directly or indirectly offering, promising, or authorizing payments or any form of value to government officials or employees, officials or employees of state-run entities, employees of public international organizations, political candidates or officials, or their family members, for the purpose of influencing decisions, gaining or retaining business, directing business to specific entities, or for any other improper advantage.

16. Governing Law and Jurisdiction

16.1 The Contract is governed by Hong Kong SAR laws, and disputes are subject to the jurisdiction of Hong Kong SAR courts.

17. General

• 17.1 Invalid clauses are removed without affecting the rest of the Terms.


• 17.2 Waiver of any provision does not waive others.


• 17.3 Should these terms be translated into another language where inconsistencies may occur, the English version will prevail in the case of translation differences.


• 17.4 Buyer cannot assign the Contract without Seller's written consent.

18. Cost Recovery

18.1 Buyer is responsible for expenses incurred by the Seller in recovering outstanding amounts.